One Person Corporation (OPC) in the Philippines: Requirements and Registration

A One Person Corporation (OPC) in the Philippines is a corporation with a single stockholder, as recognized under the Revised Corporation Code (Republic Act No. 11232). The primary requirement is that a single person—whether a natural person, partnership, association, or corporation—may form an OPC for any lawful purpose. To register, the sole stockholder must file the articles of incorporation with the Securities and Exchange Commission (SEC), which will issue a certificate of incorporation upon compliance. This article outlines the specific requirements and steps for OPC registration.

What is a One Person Corporation (OPC)?

Under Section 10 of the Revised Corporation Code, a corporation with a single stockholder is considered a One Person Corporation. This structure is governed by Title XIII, Chapter III of the Code. The OPC is a distinct legal entity with the same powers and attributes as a regular corporation, including perpetual existence unless the articles of incorporation state otherwise.

The key difference from a regular corporation is the absence of a board of directors. Instead, the sole stockholder directly exercises the powers of the corporation, as provided under the Code.

Who Can Form an OPC?

According to Section 10, any person, partnership, association, or corporation may organize a corporation singly. However, natural persons who are licensed to practice a profession, and partnerships or associations organized for the purpose of practicing a profession, are not allowed to organize as a corporation unless otherwise provided under special laws.

The sole stockholder must be of legal age if a natural person. There is no minimum capital stock requirement for stock corporations under Section 12, except when a special law specifically requires it.

Documentary Requirements for OPC Registration

To register an OPC, the sole stockholder must prepare and file the following with the SEC:

1. Articles of Incorporation – This must be in any of the official languages, duly signed and acknowledged or authenticated, in the form and manner allowed by the SEC. Under Section 13, the articles must contain:

• The name of the corporation;
• The specific purpose or purposes (primary and secondary, if more than one);
• The place where the principal office is located, which must be within the Philippines;
• The term of existence, if not perpetual;
• The name, nationality, and residence address of the sole stockholder;
• The amount of authorized capital stock, number of shares, and par value, if applicable;
• The name, nationality, and residence address of the person who shall act as director or treasurer, as applicable.

2. Name Verification and Reservation – Before filing, the intended corporate name must be submitted to the SEC for verification. Under Section 18, the name must be distinguishable from names already reserved or registered. The name must not be protected by law or contrary to law, rules, and regulations.

3. Bylaws – While the Code requires articles of incorporation and bylaws for registration under Section 18, the SEC may have specific rules for OPCs. The sole stockholder should comply with the SEC's prescribed format.

4. Treasurer's Certificate – If the OPC has a treasurer, a certificate must be executed stating that the paid-up capital has been received, as indicated in the articles of incorporation.

Step-by-Step Registration Process

1. Verify and Reserve the Corporate Name – Submit the proposed name to the SEC. If it is distinguishable and compliant, the name will be reserved in favor of the incorporator.

2. Prepare the Articles of Incorporation – Draft the articles in accordance with Section 13 and the SEC's prescribed form. Ensure all required information is accurate and complete.

3. File the Documents with the SEC – Submit the articles of incorporation and other required documents. The SEC will review the submission for compliance with the Code and other relevant laws.

4. Receive the Certificate of Incorporation – If the SEC finds the documents fully compliant, it will issue the certificate of incorporation. Under Section 18, the corporation commences its corporate existence and juridical personality from the date the certificate is issued.

Important Rules for OPCs

• Corporate Name – The name of an OPC must include a designation indicating its status as a single-stockholder corporation. The exact provision specifying the required name format is not in the library consulted, but the SEC prescribes the appropriate name format for OPCs.
• Corporate Term – An OPC has perpetual existence unless the articles of incorporation provide a specific term, per Section 11.
• Non-Use of Charter – If the OPC does not formally organize and commence business within five years from incorporation, its certificate of incorporation shall be deemed revoked, per Section 21.

Frequently Asked Questions

Can a foreigner form an OPC in the Philippines? Yes, a foreigner may form an OPC, but only for purposes allowed by law. If the business activity is reserved for Filipino citizens, the OPC must comply with constitutional and statutory ownership requirements.

Does an OPC need a board of directors? No. An OPC has a single stockholder who exercises the powers of the corporation. The stockholder may also appoint officers, but the board of directors is not required.

What happens if the sole stockholder dies? The Revised Corporation Code provides for the appointment of a nominee and an alternate nominee in the articles of incorporation. Upon the death or incapacity of the sole stockholder, the nominee takes over the shares and manages the corporation.

Practical Takeaways

• An OPC is ideal for a single entrepreneur who wants the benefits of a corporation, such as limited liability and perpetual existence.
• Prepare the articles of incorporation carefully, as the SEC may disapprove filings that are not substantially in accordance with the prescribed form.
• Ensure the corporate name is distinguishable and compliant before filing to avoid delays.
• No minimum capital stock is required unless a special law for the specific business activity provides otherwise.
• Consult the SEC's rules and regulations for OPCs, as specific procedures may apply beyond the Code.

This article is general information and not legal advice. For your specific situation, consult a lawyer or ask ASG Legal AI.